Terms and Conditions
TERMS AND CONDITIONS (“TERMS”) ARE MADE BETWEEN STUDIO C5, LLC AT 2650 S. HANLEY ROAD, SUITE 300, ST. LOUIS, 63144 (“WE”, “US” or “STUDIO C5”) AND YOU IN RESPECT OF THE SALE AND PURCHASE OF REPUTATION MANAGEMENT AND LOCAL SEO SERVICES. PLEASE READ THESE TERMS CAREFULLY BEFORE ORDERING ANY OF THESE SERVICES. YOU UNDERSTAND THAT BY CLICKING ON “I ACCEPT” AND BY ORDERING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT BE ABLE TO PLACE YOUR ORDER FOR THE SERVICES. YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE. SECTION A: GENERAL CONDITIONS APPLY TO ALL USERS OF THE WEBSITE AND SERVICES.
Section A: General conditions
“Account” shall have the meaning set out in clause 3.3;
“C5 Digital Insider ” means the C5 blog on the Website;
“Charges” means the non-refundable charges for each relevant package of Services which are set out on the Website;
“Client” means the subscriber of Studio C5’s reputation management and/or local SEO services (a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) ;
“Confirmation Email” shall have the meaning set out in clause 3.3;
“Contract” means the contract between Studio C5 and a Registered User in accordance with the provisions of these Terms;
“Local Business Registered User” means a Registered User, using the Services;
“Login Details” means the unique username and password registered by the Registered User at the point of registration or access to the tools;
“Non-registered User” means a User who is not registered with Studio C5 and who do not have an Account, for the avoidance of doubt, shall only have access to the Website, and not the Services;
“Purchase Confirmation Email” shall have the meaning set out in clause 3.4;
“Registered User” means a Local Business Registered User who has an Account with Studio C5 and who has purchased or used a Service;
“Service” means the online marketing services provided by Studio C5, for the avoidance of doubt, shall only be available to a Registered User;
“Subscription Charge” means the Charges for a Subscription Service;
“Subscription Service” means the Self-Service Online Reputation Management, Managed Online Reputation Management, and Local SEO Services;
“User” means collectively, a Non-registered User, a Registered User;
“User Submission” means any image, files, comments, website links (third party or otherwise), information or other material in all format submitted by a User on the C5 Blog;
2: Information about us
2.1 The Website is owned and managed by Studio C5, LLC, a company registered in St. Louis, MO and having its address at 2650 S. Hanley Road, Suite 300, St. Louis, MO 63144, USA.
2.2 By using the Website as a User, you warrant that:
2.2.1 you are legally capable of entering into binding contracts; and
2.2.2 you are at least 18 years old.
2.3 If you do not register as a Registered User you will not be able to purchase the Services and will only have access to the Website as a Non-registered User.
3: Use of the services as a registered user and formation of a contract with Studio C5
3.1 You may use the Services as a Registered User if you register your details with Studio C5following the instructions set out on the Website and by creating an account.
3.2 You are only allowed to have 1 Account on the Service. You are not allowed to create multiple Registered User profiles for the same individual or business.
3.3 You consent to verification and security procedures being conducted in respect of such information and warrant that you shall promptly notify Studio C5 in the event of any changes to such information provided.
3.4 Having processed the information you have provided and/or the payment of the Charges for the relevant Service, an Account is automatically created (“Account”). You will receive an email from us acknowledging that we have received your submission for an Account (“Confirmation Email”). The Confirmation Email shall also include instructions on how you may access your Account with us.
3.5 Your payment of the Charges constitutes an offer. All orders are subject to acceptance by us and we shall confirm such acceptance to you by sending you an email acknowledging that we have received your order to purchase a Service, which will contain certain information including payment and confirmation of access to the Service (“Purchase Confirmation Email”). Your contract with us for the purchase of a Service shall be formed by sending you the Purchase Confirmation Email.
3.6 If you subscribe for a Subscription Service, your Subscription Service shall automatically renew on the same date of each month. In order to automatically renew your Subscription Service, Studio C5 shall automatically charge you for the relevant Charges by using the payment details which you used to pay for your first Subscription Charges. If your debit or credit card, Stripe or Amazon details have changed since your last use on the Website, Studio C5 may not be able to automatically renew your Subscription Service. If you wish to terminate your Subscription Service, you shall be required to comply with clause 6.4. Subject to clause 6.5, all Charges shall be non-refundable for any reason whatsoever.
3.7 You shall provide to Studio C5 all correct, accurate and complete information necessary for Studio C5 to provide you with the Services. You shall inform Studio C5 immediately in the event that any information that you have provided to Studio C5 is incomplete, has changed or is inaccurate.
3.8 Each contract between you and us relates only to the Services which have been confirmed in the Confirmation Email. We shall not be obliged to supply you with any other Services which have not been set out in the Confirmation Email.
3.9 As a Registered User you shall keep your registration details for the Services confidential and secure. Without prejudice to the other rights and remedies of Studio C5, Studio C5 reserves the right to promptly disable your Registered User Login Details and suspend your access to and use of the Services and/or the Website as a Registered User in the event Studio C5 has any reason to believe that you have breached any of the provisions set out herein.
4: User and obligations
4.1 As a User, you are solely responsible and liable for all activities on the Website and the purchase of the Services made using your Account.
4.2 You shall promptly notify Studio C5 in the event of a breach of security or any unauthorized use of your Account.
4.3 If you are using the Website as a User, you shall not submit to appear on the C5 Blog any User Submission that may reasonably be deemed to be offensive, illegal, inappropriate or in any way:
4.3.1 promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
4.3.2 harass or advocate harassment of another person;
4.3.3 display pornographic or sexually explicit material;
4.3.4 promote any conduct that is abusive, threatening, obscene, defamatory or libelous;
4.3.5 promote any illegal activities;
4.3.6 provide instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;
4.3.7 promote or contain information that you know or believe to be inaccurate, false or misleading;
4.3.8 engage in the promotion of contests, sweepstakes, and pyramid schemes, without the prior written consent of Studio C5; or
4.3.9 infringe any intellectual property rights or any other proprietary rights of any third party.
4.4 If you think that the User Submissions available on the Website is objectionable, you are advised to contact Studio C5 using the contact details set out on the Website. Studio C5 shall use its reasonable endeavors to review the relevant User Submission as soon as is practicable and shall take such action as it deems necessary if any.
4.5 You further agree that at all times whether you are a Registered User or a User, you shall:
4.5.1 not use your Login Details and/or Account with the intent of impersonating another person;
4.5.2 not allow any other person to use your Login Details and/or Account;
4.5.3 not use the information presented on the Website and/or through your use of the Services for any purposes other than those expressly set out in these Terms;
4.5.4 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the Services and the Website or in respect of the network;
4.5.5 not use the Website and/or the Services, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;
4.5.6 not use the Website and/or the Services to commit a criminal act or to cause nuisance or annoyance or inconvenience to or to harass others;
4.5.7 not use any information obtained using the Services and/or the Website otherwise than in accordance with these Terms;
4.5.8 comply with all instructions and policies from Studio C5 from time to time in respect of the Website and your use of the Services;
4.5.9 co-operate with any reasonable security or other checks or requests for information made by Studio C5 from time to time. If Studio C5 receives limited or no response to its request, it reserves the right, upon reasonable notice to suspend and/or terminate your access to the Services; and
4.5.10 use the information made available to you using the Services and on the Website at your own risk.
4.6 Studio C5 reserves the right at its sole and absolute discretion and for any reason to refuse access to the Website and use of the Services, to you and in the case of illegal use, to instigate legal proceedings as appropriate. In the event that Studio C5 does refuse and/or is unable to provide you with the Services, Studio C5 shall contact you using the email address registered to your Account.
5: Charges and payment
5.1 Unless otherwise expressly set out to the contrary or in cases of obvious error, the Charges for all Service shall be as set out on the Website and shall be correct at the time of you placing the order.
5.2 We shall use our reasonable endeavors to ensure that the Charges for the Services are accurate and correct at all times. Where there is a discrepancy between the actual Charge and the Charge advertised, we shall inform you of the actual Charge of the Service. If the Charge discrepancy arises after you have placed your order for the Service with us, you shall have the option of proceeding with our order in consideration for the actual Charge or to cancel your order with us.
5.3 All Charges quoted on the Website shall be inclusive of VAT. An itemized receipt of your purchase shall be available once payment of the Charge has been made.
6: Term and termination
6.1 Your Contract as a User will remain in full force and effect while you are a User of the Website.
6.2 Studio C5 may terminate its Contract with the User by posting a message on the Website and/or emailing the Registered User not less than thirty (30) days prior to the date of termination. You may cease to be a User at any time, for any reason, effective upon receipt by Studio C5 of your written or email notice of termination, sent to the postal or e-mail address detailed in clause 13.1.
6.3 Notwithstanding the foregoing, Studio C5 may suspend or terminate your access and use of the Services as a User with immediate effect in the event that:
6.3.1 third party services and network providers cease to make the third party service or network available to Studio C5;
6.3.2 Studio C5 believes that you or someone using your Login Details and/or Account has failed to comply with one or more of these Terms;
6.3.3 Studio C5 believes that there has been fraudulent use, misuse or abuse of the Website and/or the Services (in whole or in part); or
6.3.4 Studio C5 believes that you have provided it with any false, inaccurate or misleading information;
6.3.5 Studio C5 believes your use of the Services is harmful to Studio C5 or Studio C5’s commercial revenue, and your continued use of the Service may result in loss of revenue for Studio C5. Studio C5 may terminate its Contract with the User giving notice not less than fourteen (14) days prior to the date of termination;
6.3.6 Studio C5 identifies that you have multiple Accounts on the Service.
6.4 Notwithstanding the foregoing, if you subscribe to a Subscription Service, your Subscription Service shall automatically renew monthly in accordance with clause 3.4, unless terminated by you at any time and for any reason via this page within your Studio C5 Admin Console (login required) or by emailing us at email@example.com. If your chosen payment method is Stripe or Amazon Pay, you are also required to terminate the automated payment within the Stripe or Amazon Pay payment system to ensure no future payments are taken.
6.5 If you subscribe to a Subscription Service then you may cancel such Subscription Service at any time. Termination will take effect from the end of the current Subscription Service Period. Subscription Fees will not be refunded for early cancellation or any other reason.
7: Warranties and liabilities
7.1 You hereby warrant that (a) you are at least 18 years old; (b) you have the right and capacity to enter into and be bound by these Terms; and (c) you shall comply with all applicable laws regarding the use of the Services and/or the Website either as a User.
7.2 You further warrant that the information provided to Studio C5 by you to purchase the Services, is at all times true, accurate and correct and that you shall promptly inform Studio C5 in the event of any changes to such information.
7.3 You acknowledge and agree that Studio C5 only provides you with the facility to purchase the Services as a Registered User. Consequently, you understand that Studio C5 is not a participant in any way, in any communication or dealings, between you and the other Users. You are also advised to take all reasonable care if you choose to meet with or enter into any contractual relationship with other Users if any.
7.4 Studio C5 does not warrant or guarantee the accuracy, correctness, reliability, suitability in respect of the User Submission, the Website and any use of the Services. Studio C5 suggests that you do not rely on such User Submissions or any information in any format made available to you on the Website to assist in making or refraining from making a decision or to assist in deciding on a course or a specific cause of action. If you do intend to use and/or rely on any and all information made available to you on the Website or through your use of the Services either as a User, you shall do so at your own risk and liability.
7.5 Additionally, you agree and understand that where Studio C5 includes comments, views, opinions, advice and recommendations in the C5 Blog, these comments, views opinions, advice, and recommendations are not endorsed by Studio C5 and to the maximum extent permitted by law, Studio C5 shall not be liable on account of the accuracy, defamatory nature, completeness, timeliness, suitability or otherwise of such views, opinions, advice and recommendations.
7.6 Links to third-party websites may appear on the Website from time to time. Such third party websites are not the responsibility of Studio C5 and Studio C5 accepts no liability for the availability, suitability, reliability or content of such third-party websites and third-party software.
7.7 You acknowledge and agree that Studio C5 relies on third party providers to make the Services and the Website available to you. Consequently, Studio C5 does not warrant that the Service and the Website shall be uninterrupted or fault-free at all times. For the avoidance of doubt, Studio C5 accepts no liability and shall not be liable for any delay or failure to provide the Services and/or make the Website available for reasons that are due to third parties including without limitation, third party social network websites, online search engines, online business directory websites, internet service providers, data centres, server hosting companies and telecommunication providers. Subject to clause 7.10, Studio C5 shall not be liable for any indirect, special or consequential losses, expectations of a specific nature or anticipated outcome, anticipated savings, loss of profit, loss of opportunity, loss of data, loss of contract, loss of goodwill and reputation, loss of management time or any other loss however arising and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable arising out of or in connection with your use and/or reliance of the Service, the Website and the contents therein.
7.9 Unless otherwise expressly set out herein, the Service is provided to you “AS IS” and we do not give any warranties of any kind including without limitation, warranties of merchantability, suitability, reliability, accuracy, correctness, timeliness, availability, completeness, the fitness for a particular purpose and any warranties arising by statute or otherwise in law or from a course of dealing, course of performance or use of trade, all of which are hereby excluded and disclaimed to the fullest extent permitted by law.
7.10 Nothing in these Terms shall be deemed to exclude, restrict or limit the liability of either party (or their respective agents or sub-contractors) for death or personal injury resulting from their negligence or any liability for fraudulent misrepresentation.
7.11 Subject to clause 7.9, Studio C5 shall not be liable for
7.11.1 any expectations of a specific nature or anticipated outcome, anticipated savings, loss of profit, loss of data, loss of contract, emotional loss, loss of goodwill and reputation, loss of management time; and
7.11.2 any indirect or consequential losses; any other loss however arising and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable arising out of or in connection with your use of the Service, the Website and the contents therein either as a User.
7.12 Unless otherwise expressly set out to the contrary in these Terms, Studio C5’s liability to you in connection with your use of the Service shall be strictly limited to the Charges paid by you for the preceding twelve (12) months prior to the claim arising or $500, whichever is higher.
7.13 In the event you have a dispute with one or more of the other Users, you hereby release Studio C5 from any claims, demands, and damages (whether actual or consequential) of any kind and nature, known and unknown, arising out of or in connection with such disputes.
8: Intellectual property rights
8.1 Studio C5 and its licensors own all rights in the intellectual property rights relating to the Website.
8.2 Where you are a User, you warrant and represent that you own or are licensed to use any and all the Intellectual Property Rights in any User Submissions.
8.3 Save for the provisions set out in 8.4 and 8.5 you are expressly prohibited from:
8.3.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Website including without limitation, any images, articles, and write-ups made available on the Website; and
8.3.2 removing, modifying, altering or using any registered or unregistered marks/logos/design owned by Studio C5 and/or its licensors, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of Studio C5 or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to Studio C5.
8.4 If you are a Registered User, Studio C5 hereby grants you a license to use the Website strictly for the purpose of purchasing the Service. This license is granted to you only and may not be sub-licensed to another User. Studio C5 has the right to terminate your right to use the Website and Services either (a) upon the termination of your contract as with Studio C5, or (b) upon notice by Studio C5 to you.
8.5 If you are a Registered User, Studio C5 hereby grants you a perpetual royalty-free non-exclusive license to use, reproduce, translate, transmit, distribute any information or material supplied or communicated in the C5 Blog. You may reproduce it in any format or medium, provided that you do so accurately, acknowledging both the source and Studio C5’s copyright, and do not use it in a misleading context. You must provide an active, clickable, ‘do follow’ hyperlink back to studioc5.com.
10: Use of ‘Cookies’ on Studio C5
11.1 If Studio C5 fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from complying with such obligations.
11.2 A waiver by Studio C5 of any default shall not constitute a waiver of any subsequent default.
11.3 No waiver by Studio C5 of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
11.4 All notification and communication to Studio C5 should be sent to the contact details made available to you on the Website.
11.5 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining Terms, conditions, and provisions which shall continue to be valid to the fullest extent permitted by law.
11.6 These Terms represent the entire agreement between you and Studio C5 in respect of your use of the Website and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
11.7 You acknowledge that in entering into these Terms, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the Internet or in negotiation between us except as expressly set out in these Terms.
11.8 Studio C5 reserves the right to modify these Terms at any time. Any changes Studio C5 may make to this document in the future will be notified and made available to you using the Website.
11.9 These Terms shall be governed by and construed in accordance with the State of Missouri law and the Missouri courts shall have exclusive jurisdiction. If you live outside Missouri, Missouri law shall apply only to the extent that it does not deprive you of any legal protection accorded under the law of the place where you are habitually resident. The Missouri courts will have exclusive jurisdiction over any claim arising from or related to, these Terms or a visit to our site although, we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of State of Missouri, United States of Missouri.
12: Contact details
12.1 If you have any questions or queries about these Terms please contact Studio C5 by email to [firstname.lastname@example.org] or post to [Contract Inquires, 2650 S. Hanley Road, Suite 300, St. Louis, MO 63144, United States of America].
12.2 If you wish to make a complaint about the Website or to report the abuse of the Website please contact Studio C5 by email to [email@example.com] or post to [Contract Inquires, 2650 S. Hanley Road, Suite 300, St. Louis, MO 63144, United States of America].